Inner City Hues: The Ralph Bakshi Q&A

The saga of Hey Good Lookin’, Ralph Bakshi’s fractured masterpiece

by Tony Best


Photo courtesy of the Ralph Bakshi Archive


By the time he wrapped production on Harlem Nights in 1973, there was no question that Ralph Bakshi had become a major player within that decade’s “New Hollywood” movement.  The undisputed “bad boy of animation” already had two box office successes under his belt–1972’s Fritz the Cat and 1973’s Heavy Traffic –and was about to raise the bar again with Harlem Nights (ultimately titled Coonskin), his third animated feature. But instead of relying on the tried-and-true formula of cartoon cussing, fighting, and fornicating for his fourth effort, Bakshi embarked on a more ambitious course.

Inspired in part by the Fleischer Studios’ Koko the Clown shorts of the 1920s, Bakshi envisioned a film with humans and animated characters interacting on the same plane of existence. With this concept, Bakshi began charting out Hey Good Lookin’, a semi-autobiographical film based on his teenage years in 1950s Brownsville, Brooklyn. The screenplay centered on the exploits of Vinnie, a smug, hypersexual caricature of ’50s cool who leads the Stompers, an Italian street gang. Along with Crazy Shapiro and the curvaceous Rozzie, Vinnie comes into contact with mobsters, crooked cops, and the Chaplains, a Black rival gang. Like Bakshi’s previous work, Lookin’ pulled no punches. It was funky, grimy, and unapologetic to the fullest–an appropriate ode to his Brooklyn street roots.

Warner Bros. Pictures–perhaps feeling somewhat embarrassed for reneging on a deal to distribute Fritz the Cat–excitedly optioned the screenplay and eventually greenlit Hey Good Lookin’ in 1973. Lookin’ was heralded to the press as the first full-length motion picture to feature live action and animation. Bakshi began work on his passion project in earnest, but not without drama along the way. After nine years of revamps, problems with Warner Bros., threats on his life, and a near nervous breakdown, Bakshi’s artistic vision finally came to fruition in 1982, albeit in a fragmented form. Wax Poetics spoke with Ralph Bakshi about the history, tragedy, triumph, and legacy of Hey Good Lookin’.

In early 1974, you were helming three simultaneous projects. Storyboarding a proposed series for ABC, editing Coonskin for Paramount, and developing the screenplay for Hey Good Lookin’ at Warner Bros. That’s a hell of a workload.

Yikes! [laughs] One of the problems I faced was keeping Ralph Bakshi Productions in business. Now I don’t know if that was smart or not; I was brought up in the day where animation studios went year to year. They didn’t lay people off. Terrytoons, Disney. You know. It seemed to me that animation studios like to keep people because…you become so close to the people there in making a film. So I would sell a film to avoid laying the guys off, knowing that I was going to finish a film. That pressure of basically doing two films at the same time, the end of Coonskin, the beginning of Hey Good Lookin’, was very difficult on me creatively, because I forgot that I was also producer, director, and writer! [laughs] I had to wear all three hats.

Principal photography for Lookin’ began in April 1974. Did you spend much time on preproduction beforehand, since you were essentially directing a feature-length live action film?

There was virtually no preparation on Lookin’, because the budget was incredibly low. Lookin’ cost $1.5 million. That would be the equivalent of about $3.6 million today. There was no money. First of all, I had this style where I didn’t care too much about preparation. Preproduction was one of the things we didn’t enjoy. We basically had a week for that with casting. I was very much into shooting what was in front of me. I was like, “If I thought it was right, it was right!” I didn’t question much, and I didn’t like slickness, because I was animating! If I was doing a Scorsese film, I might basically want to polish things up. [laughs]

Did you film on location?

I was shooting on New York City streets and Warner Bros.’ soundstages in L.A. I used the set from Angels with Dirty Faces on the Warner’s lot. It was such a nostalgic thing for me just to use that same street. The stuff in New York was like guys in front of a candy store. What I would do is dress guys up, live-action guys. Very strange dudes! The weirdest guys I could find. Having them talk to animated characters in front of candy stores, discussing girlfriends and such. It was very surrealistic. So I was going back and forth from coast to coast for about four weeks. Where the locations were not that serious, I used Warner’s. For the locations that were gritty like Heavy Traffic, I used New York. Plus it was an excuse to go back to Brooklyn. [laughs]

What about casting?

Yaphet Kotto was in the picture. The New York Dolls were in the picture. The Dolls were hot back then. They were playing homosexuals. [laughs] It was fucking hilarious. I even had these guys from Mean Streets, Richard Romanus and David Proval, voice the lead animated characters.

Lookin’ is often cited as an animated answer to Mean Streets.

I’ve heard that comparison over the years. But you know what’s funny? Quentin Tarantino thinks my picture is better! [laughs]

It must have been a challenge to direct live actors interacting with animated characters.  What was your approach?

I told the actors what they were doing and that this would be live-action with animated characters. But I had to voice people there, so they could hear the voice being thrown at them. I liked improv a lot. For example, I’d say, “Here’s the premise of a scene, but let’s just talk…” I taped people talking about the scene. Then I’d cut the takes together to make it work. With the beginning, middle, and end. I loved natural tracks. So the actors were great, because they didn’t care after a while whether there was an animated character there or not. Because actors love nothing better than to shoot off their mouth and make up their lines. After a stiff start and a little nervousness, they got into it. And they just took my word for it that the animated people would be there. I kept it a very loose set and made sure no one is taking this stuff too seriously, because it is an animated film! [laughs]

Can you give an example of scene direction?

I had a bunch of guys in this New York schoolyard, but I couldn’t get them loose, you know. They were hanging out, playing around. They’re making out, they’re talking, and I couldn’t get anything out of the fucking scene. So we break a couple of times, and I’m really upset, because I’m not getting it natural. And while the cameras were shut down, and everyone went to get coffee and stuff…everyone’s just hanging around waiting for the cameras to start again. They’re doing exactly what I want them to do! They’re all talking, one of the actors is hitting on the actress–for real! And they’re all dressed in their ’50s shit. But the cameraman wasn’t around! So all the cameras were pointed in the right direction, and I turned the cameras on. Myself. I just threw the switch and let it roll. Then I got exactly what I wanted.

Like any good director should do, right?

Except, when [cameraman William] Fraker came back, I told him what I had done. I got what I wanted–I was all excited. And then he quit. He walked out. It was the first day of shooting! I got this kid to shoot the rest for me, because no one else would work with me except this very young guy who was absolutely great. It was his first picture. What I learned in Hollywood was about spontaneity–getting that moment. But with what I was into, it was very difficult. Those DPs are so rigid. I’m not putting them down, they shoot beautiful stuff, but I was into that moment like a photojournalist. In photojournalism, if the picture is grainy, it doesn’t matter as long as it’s good. That was pretty much the style I was into.

Speaking of style, the production photos I’ve seen from the ’74 Lookin’ have a dark, moody aesthetic. It’s a very nocturnal film. Why is that?

At nighttime, you could hide a lot of stuff in the shadows. Because a lot of stuff disappears in the shadows. But in the daytime, you could see the problems of marrying the animated characters to the live-action characters. Everything is so lit up because it’s day. The color becomes so critical, it was much harder to make the scenes believable. In other words, for some reason, I never like the daylight scenes. If you look at most of my pictures, ninety percent of them are all shot at night. Things are too visible during the day. Or there’s no romanticism or no noir. Things have to be noir. Daylight scares the shit out of me!

One of the most memorable sequences was the Black gang’s pop-lock “rumble.”  Hollywood wasn’t even hip to breaking in the mid-’70s.  How did that scene come about?

I had this girl named Toni Basil. She came to me and wanted to take care of all the dancing and all the stuff in the streets. Toni showed up with some guys, and when she showed me what they were going to do, I fucking fell down. I never saw anything like it in my life. They were jumping and rolling around on their heads, which became breakdancing eight, ten years later! And they wore these ’40s suits with these suspenders and tight pants… It was fucking unbelievable! All the White guys were standing around in their leather biker jackets, just looking at each other like, “What the fuck is this?” [laughs] They were all square and stiff, standing there like a regiment. The pop-lockers were jumpin’ and bouncin’ and rollin’… Unbelievable! You know how they say White guys can’t jump! [laughs] It was hysterical!

Were they locking to a contemporary record of the time?

Nah. That rumble was done to “Sing, Sing, Sing,” which was my favorite song. Benny Goodman’s version, 1937. They were dancing to that at the Warner Bros. studio lot.

During the film’s post-production phase, you had to combine the live action footage with the animation. What did that process entail?

To composite a scene, which is put a live action scene with an animated character in it, you have to go to an optical house. Optical houses charge you by the shot. And it’s very expensive to do it right. Because they go through so many steps to put it in there. When they gave me the price per shot, it was about ten times the price of the entire budget I had for the film. There was no other way to do it, and I’m really stuck… I’m in trouble! Because basically, I sold the film as a live-action/animation hybrid to Warner Bros. I said I could do it. I had no idea. So when the guys told me what it would cost me…and the entire picture was live action and animation. Virtually every fucking scene. It wasn’t where I would do a couple of scenes like in Heavy Traffic. The entire picture was live action and animation. I was in big trouble. But whenever I’m in trouble, I’m at my best!

How did you resolve that issue?

I talked to my cameraman, who I thought was a genius. An old-school Oxberry cameraman, Ted Bemiller. I said, “There’s gotta be a way to do this.” And what we both designed through a couple of nights of work was a cheaper way to composite shots. We bought an antique 35mm camera and put the live action in the gears of the camera, which functioned as a projector. We projected the image onto a silver glass under the Oxberry animation camera. The live action was projected onto the glass and reflected up onto where you shoot the animation. And the image was like a reflected image.

Necessity is the mother of invention.

It was un-fucking-believable what we did. It wasn’t as clear as what an optical house or lab might do, but it worked to a degree. But I was able to continue to do the movie. The thing cost me about $8,000, all coming out of my own pocket. You wouldn’t want to use that setup for any other thing except a Bakshi film, because I’m gritty and I’m not very slick.

Did you use this technique for other films?

I did use the same camera to blow up and project photographs for The Lord of the Rings, because it was adaptable. An optical house came to me later and asked how I did it. I wouldn’t tell them. [laughs] They were bugging me for years to tell them how I did it. But I never used it again, because it was just too hairy.

You were an innovator in other ways, too. Ralph Bakshi Productions was one of the first studios to actively recruit Black animators.

Let me tell you something. Back then, there were no Black animators in the business. I don’t want to get into why. That always infuriated me. I grew up with Black kids. They were my friends, and I found them to be the funniest guys in the world. In other words, I thought that humor and that attitude would translate brilliantly into animation. A lot of that style went into Fritz, Traffic, and eventually Coonskin and Lookin’. And I knew what Black jazz musicians could do. I was a big jazz fan in the ’50s and ’60s. So, yeah, I actively went after Black kids from South L.A. and Brooklyn. They were graffiti artists and I trained them to be animators.

Right on, Ralph.

But it really had nothing to do with being Black. It had to do with if you wanted to animate and you got good stuff, I’d hire you. Even if you didn’t have a great portfolio. Let me be very clear–I wasn’t doing anybody a favor. It wasn’t about some charity bullshit. The guys I hired were doing me a favor. They were brilliant artists, and it showed by the work they did. However, when the Coonskin thing broke, they got very embarrassed, and they left. They didn’t know what was happening, and they felt that they let their race down. The whole mess was disgusting and horrible. And that problem backed into the making of Lookin’. I was trying to be up on one film while my other film is falling apart.

The Coonskin saga is Homeric.

No shit. [laughs] I’ll tell you the story of the Coonskin thing. Everyone needs to know this.  There was a moment in Coonskin when none of this would have happened if the producer was “culturally sensitive.” During those days in Hollywood, there wasn’t enough Black representation. There was a lot of screaming and yelling about getting Black people involved in the movie business, which I was all for. So Paramount hired a Black guy to oversee content. And I thought that was important because it would keep the Stepin Fetchit out of a lot of the pictures. To make a long story short, [producer] Al Ruddy was the one to pick the Coonskin title. I had Harlem Nights–actually Harlem Days and Nights–but Ruddy thought Coonskin would be a great title. And when the film was ready to get released, the Paramount rep showed up at Ruddy’s office, where I was present, and wanted us to change the title. I was all for it, because I wanted to go back to my original title. I was very nervous about Coonskin. I said, “Hey, how about Harlem Nights?” Ruddy stood up at his desk and told the guy to get the fuck out of his office. He had just finished The Godfather. No one told him what to do.

What transpired after that meeting?

We had the riot at the Museum of Modern Art during Coonskin’s screening. The riot was funny only in that it was Al Sharpton’s first gig, so I got a chance to meet him as a kid. But the thing about it, after the other CORE guys saw the entire film for the first time, they didn’t want to raise a ruckus. They were just sitting in the back of the room…not doing anything. So Sharpton started screaming at them, his people, to come beat the shit out of everybody, which they weren’t going to do. Everyone else thought they would. Except me! [laughs] They thought the film was good! But still…the title was definitely indefensible and unimportant.

After the Coonskin controversy broke, Warner Bros. kept delaying the release of Lookin’.  It was slated for a Christmas 1975 opening. Then moved back to the summer of 1976, moved again to the fall of that year, pushed to a promised summer 1977 date and ultimately postponed indefinitely. What was happening?

The Coonskin controversy cost me the Lookin’ project, because Warners didn’t want any part of the problem. See, the thing with White guys is…even when they’re not racist…they never hung out with Black guys. When somebody says something is racist, they don’t have a clue! So Warner Bros. didn’t know how racist Coonskin was, because it really wasn’t. And the minute the controversy started, they dumped Lookin’. They killed the film! They didn’t know what they were looking at. Matter of fact, Lookin’ wasn’t even close to Coonskin. Lookin’ was a walk through the park compared to Coonskin. It wasn’t that political. It was about White gangs and Black gangs in Brooklyn! It’s what I remember as a kid, when they were fighting each other. Big deal. It was like West Side Story–what the hell was so unusual about that?  So the studio saw a Black guy on the screen and automatically assumed it was racist…especially if it was done by me. [laughs] If somebody else did it, it might have been okay, but since it was done by me, you know… So that was that.

Warner Bros. president Frank Wells told the trades that Lookin’ needed to be continually fine-tuned. Specifically, he said you needed to revamp the dialogue and re-shoot some scenes because it didn’t test well with market research audiences.

That was a smokescreen. Warners was scared because of Coonskin. Period. But what they told me was that live action and animation wouldn’t work together; people won’t believe it. But back then, I didn’t know what to say in my defense. No one had done the animation/live action combo to the extent that I had with Lookin’. So I wasn’t sure that they were entirely wrong. I was also pretty beat up from Coonskin, so I wasn’t thinking clearly. Many years later, Who Framed Roger Rabbit came out and used the exact same technique…and Warners released that. But everyone did believe it, and it did work. So the first thing they did was tell me to take out all of the live action. That’s the reason all of the live action came out, and I had to animate the whole thing for the released version. A very big job.

So you had to basically produce another Hey Good Lookin’?

Yeah. And it was a horrible experience starting the film from scratch. First of all, I had to finish it or be sued by Warner Bros. They said the film wasn’t working and that I basically had not fulfilled my contractual obligations. They threw a lot of stuff at me, claiming that I used more live action than I said I would. We had this big meeting in Frank Wells’s office. My lawyer talked them out of suing me. I was a very young filmmaker at the time, and to have a corporate giant against you is not easy!

From 1976 through 1981, you developed and directed Wizards, The Lord of the Rings, and American Pop. At what point did you reboot and finish Lookin’?

I spent time on Lookin’ after, between, and during all those films! I’d give an animator a couple of bucks, I’d bring one or two guys in, and we’d work out a deal. Just sit and animate it. I wasn’t able to supervise it too closely, because I was always on another film. Yeah, it was a constant! And that’s why it took all those years to finish the second version. Because every time I made a buck profit from other film projects, I put it into Lookin’. That’s no way to make a film. If I wasn’t forced to finish it, I wouldn’t have put a penny into it. I would have said, “Here’s the film, I finished it, you either release it or not.” I didn’t have much money! [laughs] I had a family to support. So I was really cutting back on the animation. I wasn’t getting the full extent of what I wanted. In other words…in Coonskin, I got pretty much what I wanted in the animation.

Animation projects cost a lot of money…

And time and effort! So it hurt the subsequent version of Lookin’. I especially hated to get rid of the breakdancing. But I kept it for the second version…or “reboot,” as you say. [laughs] I rotoscoped it, mind you, because I wasn’t about to animate a dance from scratch. What you see in the released film is a perverted version even with the rotoscoping. I mean…I didn’t do the entire dance. I just did the minimum to get through it.

Did you keep any dialogue from the original 1974 version?

I recorded new dialogue. Phillip Michael Thomas, who I worked with on Coonskin, came over and voiced a character. The Mean Streets guys redid their tracks. And the music had to be replaced. See, I had oldies but goodies in the original version. The original rock and roll from the beginning, before Pat Boone got a hold of it. [laughs] Records like “Earth Angel,” stuff from the Shirelles…a really good run of old fashioned rock and roll and doo-wop. But I couldn’t afford to license that music. So this guy John Madara came in to rescore everything. He did the music for me for nothing, but he wanted to own the music. I said fine, because I didn’t have the money. That’s the extraordinary way the picture came down.

Music has always been an integral component of your films.

For Traffic and Fritz, I bought rights to a Billie Holiday tune for about $2000. I bought “Twist and Shout” for about 500 bucks! Those were the prices I was paying, when nobody was really using rock and roll in movies. It’s so extraordinary to think that back in the ’70s, so little rock and roll was being used in film. And the reason was that everyone was greedy. People would rather write their own music scores so they can keep the rights to it. I tell you, the songs I had in some of my films were extraordinary! Today, the songs will cost you more than the film! That’s what the music shit was all about. But again, I did everything for the movie. And if I could do it again, I’d put ninety percent in my fucking pocket like all the other guys did. [laughs]

It’s 1981 and adult animation is experiencing a renaissance. Heavy Metal is huge. Your film American Pop is successful. And Warner Bros. has a new studio regime that’s keen on tapping into this market. They’re excited about your second version of Lookin’, and finally give it an October 1982 release date.

But they only threw it out in a couple of cities with very little or no advertising. It played for a few weeks. Even after finally finishing it five, eight years later, I still I had no time to refine anything. Because I lived up to my contractual obligations. My attitude was, “Here’s your fucking movie.” Nor was I absolutely sure they’d ever release it. Even when I finished. And that was that. The story was over. I really don’t know what kind of film it was in the end, because I was so disgusted with the whole situation. I’m not saying it was some of my best work or that it would’ve made them a gazillion dollars. I have no way of knowing that. But I didn’t make a film that gritty again. I moved onto Wizards. Fire and Ice. Slick shit like American Pop. So what I’m saying is…I was finished. They killed me.

But it did respectable at the box office in foreign markets. Warner Bros. even formed a specialty division for the film’s distribution.

It shows you how bad my relationship with Warners was. I had no idea it was released foreign!

Most people saw it on cable in the ’80s. I remember Showtime airing it regularly on late nights in an effort to draw in the midnight movie/grindhouse crowd. Those of us who didn’t grow up on Fritz or Traffic were introduced to your work through Lookin’, and it was staggering.

Funny enough, I don’t remember the reception of Lookin’ at the time. It’s a blank. Because basically so much of what I wanted was thrown out. Let me tell you–I had scenes that were pretty hard to take! Like Vinnie and Crazy hitting up live-action girls in Brooklyn bars. There was some of the funniest stuff that you’d ever see in your life. The Dolls stuff was fantastic. But to tell you the truth, I felt like Orson Welles. I wasn’t caring much about what happened. It wasn’t my film anymore. It wasn’t as good as it could have been, because I didn’t have money to do anything with it.

I had the chance to see a three-minute promo that Warner Bros. screened at the 1975 Cannes Films Festival. The UCLA Film and Television Archive has a print. It looks like a very promising project.

I’d love to see it again.  My wife thinks it was better than the all-animated version. She says it was more cohesive and it had more stuff than the ’82 Lookin’, since we threw it together with a few bucks. Warners would have the only feature-length print of the live action/animation version. That could be something they could get a double DVD release on. Or me and you could just screen it somewhere and have a good laugh! By the way, I made Warner Bros. a fortune on my Lord of the Rings. Tens of millions of dollars in DVD sales! So they should do this for me anyhow. You tell them, “You owe Ralph a favor!”

But you have to admit that the ’80s Lookin’ absolutely stands on its own artistic merit. The stylized backgrounds and use of “rotomontage” is incredible.

I get tons of emails and message board posts on my website from people who think the film is great and are nuts over it. Or they say it’s underrated. But that doesn’t mean that large quantities of people like it. Lookin’ has gained this kind of cult following over the years. I haven’t seen it since I handed it in. I never looked at it again. It might be the worst film in the world! Don’t get me wrong. I was doing it while the Coonskin trauma was going on. And I wasn’t in good shape in those years.

Would you consider Hey Good Lookin’ the last of your “animated urban trilogy,” along with Heavy Traffic and Coonskin?

Lookin’ was absolutely part of my street trilogy. Absolutely. But it’s so hard for me to discuss… See, it was such a struggle to get that film made. And it’s not really the film I wanted to make. It’s really hard. There are moments in there, and I’m sure there are some dialogue lines and stuff that are hysterical. But, eh…never mind.

What are you currently working on?

Fine art is what I do nowadays. Right now I have an exhibit at the Animazing Gallery in SoHo. It’s something called The Streets. I’m doing sections of New York, out of cement and wood and tile. Mixed-media. Some of my paintings are in there too. I think it’s very unusual. [laughs] But it’s a continuation of what I was doing in my films. [Mixing] live action, animation, stock footage, collage…all kinds of shit! [laughs] But I like to keep that raw edge, that grit. I love the style of street art.


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